CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is made as of ________ __,
2000 (the "Effective Date") by and between Autotote Corporation, a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxx ("Consultant").
BACKGROUND
The Company has entered into an Agreement and Plan of Merger, dated as of
__________ _____, 2000 (the "Merger Agreement"), with Scientific Games Holding
Corporation, a Delaware corporation ("SGHC"), pursuant to which Dream Corp.
Merger Sub, Inc., a Delaware corporation and, a wholly owned subsidiary of the
Company will merge (the "Merger") with and into SGHC.
Consultant serves as the Chairman, President and Chief Executive Officer
of SGHC pursuant to an employment and severance benefits agreement with SGHC,
dated as of January 1, 1998, as amended by the First Amendment thereto dated as
of April 4th, 2000 (the "ESBA"), pursuant to which Consultant has the right, but
not the obligation, to resign pursuant to Section 11(b) thereof and receive the
benefits specified therein.
In his capacity as Chairman, President and Chief Executive Officer of
SGHC, Consultant has gained certain knowledge of the business and affairs of
SGHC and its policies, methods, personnel, and plans for the future.
Effective as of the day and time of the Merger (the "Effective Time"), the
parties desire to terminate Consultant's position as Chairman, President and
Chief Executive Officer of SGHC by having Consultant tender his resignation
pursuant to Section 11(b) of the ESBA and enter into a consulting relationship,
under which Consultant would provide services to the Company in accordance with
the terms and conditions of this Agreement. The Company and Consultant agree
that, notwithstanding anything in the ESBA to the contrary, the Merger
constitutes a Change in Control under the ESBA and that the ESBA shall survive
as provided therein with respect to the payment of severance benefits to
Consultant as a result of such Change in Control as contemplated by the ESBA.
Each of Consultant and the Company agree that the terms, conditions, and
provisions of this Agreement are fair and reasonable and are necessary to
protect the legitimate business interests of each other.
THEREFORE, in consideration of the mutual promises and covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, the Company and Consultant agree as follows:
1. STATUS OF EMPLOYMENT UNDER ESBA AGREEMENT. As of the Effective Time,
Consultant hereby terminates his employment pursuant to Section 11(b) of the
ESBA as President and Chief Executive Officer of SGHC and any other position he
may hold
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with SGHC or any of its affiliates, and the Company hereby acknowledges SGHC's
acceptance of such resignation under the ESBA and the acceptance by SGHC and any
of such affiliates of such other resignations. Consultant agrees that his
obligations under the ESBA will survive the execution of this Agreement pursuant
to the terms of the ESBA.
2. CONSULTING SERVICES. Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees to engage Consultant as an independent
business Consultant for the Term (as defined in Section 4 of this Agreement). In
such position, Consultant shall perform such consulting service for the Company
diligently and to the reasonable satisfaction of the Company's Board of
Directors. During the Term, Consultant will be available to the Company to
devote himself to the tasks reasonably specified by the Board of Directors of
the Company and the Chairman of the Board and Chief Executive Officer of the
Company for not more than 100 days per year not to exceed 15 days per month.
Consultant agrees not to accept other full-time employment if such employment
would result in a material adverse effect on Consultant's abilities to perform
his duties hereunder. Consultant will report to the Chief Executive Officer of
the Company or the Chairman of the Board of the Company.
3. DIRECTORSHIP . The Consultant shall be elected to the Board of
Directors of the Company as of the Effective Time and Consultant agrees to serve
as a member of the Board of Directors of the Company pursuant to such initial
election. During the Term, so long as Consultant serves as a consultant pursuant
to this Agreement, the Company shall nominate Consultant for election to its
Board of Directors. Nothing in this Agreement shall prohibit Consultant from
resigning from the Board of Directors of the Company at any time nor shall it
prohibit Consultant from subsequently declining to stand for re-election to the
Board of Directors and, except as otherwise expressly provided in Section 5(b)
of this Agreement, the rights and obligations of the parties hereunder are
independent of whether or not Consultant is a member of the Board of Directors
of the Company. So long as Consultant serves on the Board of Directors of the
Company, as a non-employee director, Consultant shall be entitled to all
benefits provided to other non-employee directors of the Company.
4. TERM AND TERMINATION. The term of Consultant's engagement under this
Agreement (the "Term") will commence on the Effective Time and continue until
the second anniversary of the Effective Time. The provisions of this Agreement
shall survive the termination of this Agreement to the extent required to give
full effect to the covenants and agreements contained herein. The Company may
end the Term earlier under the following circumstances:
(a) in the event of Consultant's death;
(b) if Consultant is totally disabled so that he has been unable to
perform his duties and responsibilities hereunder for a period of
180 consecutive days;
(c) if the Company's Board of Directors terminates this Agreement with
Cause (as defined below); or
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(d) without cause, upon thirty (30) days' prior written notice to
Consultant; provided, however, that if the Company terminates this
Agreement pursuant to this clause (d), the Company shall pay to
Consultant all compensation and benefits which would be payable to
Consultant over the remaining stated Term of the Agreement, with
such compensation and benefits to be paid or provided, at
Consultant's election, either in a lump sum as of the termination
date or over time, but, in no event, longer than the stated Term of
this Agreement; and further provided that the Company's obligation
to fund insurance benefits over the specified periods shall be
unaffected by any such termination unless the Company shall have
made, and the Consultant shall have accepted, the Insurance
Prepayment (as defined in Section 6(b)(i).
If the Company terminates this Agreement pursuant to Section 4(a), (b),
(c) or (d) prior to the stated end of the Term, Consultant (or his
representative in the event of his death) will be entitled to receive payment of
all compensation payable by the Company pursuant to this Agreement through the
second anniversary of the Effective Time (or such longer period as expressly
contemplated hereby), except that amounts due under Section 3 will only be due
under this Agreement (without prejudice to any rights which may accrue to
Consultant solely from his continued service as a director) through the date of
termination (except as otherwise provided in any plan under which such benefits
are provided) and except that unpaid amounts due under Section 5 or Section 6
will only be due or be provided through the date of termination, in the event of
termination for Cause. To the extent any payments may be due to Consultant under
Section 7, such obligations shall survive termination of this Agreement for any
reason. The provisions of Section 8 hereof will survive any termination in
accordance with its terms and the terms of the ESBA. As used in this Agreement,
termination with "Cause" means any termination evidenced by a finding adopted in
good faith by the Board of Directors of the Company that the Consultant (i)
willfully and continually failed to substantially perform his duties under this
Agreement (other than a failure resulting from the Consultant's incapacity due
to physical or mental illness) and such failure continues after written notice
to the Consultant providing a reasonable description of the basis for the
determination that the Consultant has failed to perform his duties, (ii) has
been indicted for or has entered into a plea bargain with respect to a criminal
offense, other than misdemeanors not disclosable under the federal securities
laws, (iii) has breached this Agreement in any material respect and such breach
is not susceptible to remedy or cure or, is susceptible to remedy or cure and
material damage to the Company has occurred, and such breach is not cured or
remedied reasonably promptly after written notice to the Consultant providing a
reasonable description of the breach, (iv) engaged in conduct to the material
detriment of the Company that is dishonest, fraudulent, unlawful or grossly
negligent or which is not in compliance with the Company's written Code of
Conduct or similar applicable set of standards or conduct and business practices
set forth in writing and provided to the Consultant prior to such conduct, (v)
has been found by any regulatory authority, gaming commission, lottery agency or
similar authority in any jurisdiction in which the Company is conducting
business or intends to submit a proposal or conduct business unsuitable or unfit
to continue to perform his obligations to the Company under this Agreement, and
is the subject of a written notice received by the Company from such authority
of such a finding or (vi) has failed to file appropriate applications with,
provide requested information to, or otherwise fails to cooperate with, any such
authority. No act, nor failure to act, on the Consultant's part,
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shall be considered "willful" for purposes of (i) above unless he has acted or
failed to act with an absence of good faith and without a reasonable belief that
his action or failure to act was in the best interest of the Company.
5. COMPENSATION.
(a) As compensation for the performance of Consultant's services under
this Agreement, the Company will pay Consultant $16,667 per month;
(b) In lieu of all estimated and potential pension benefits which would
have continued to accrue in the future but for the Merger and in
consideration of Consultant's agreement to forego payments which
would otherwise be due to him under the Supplemental Executive
Retirement Plan of SGHC had Consultant's employment with SGHC
continued, the Company will pay Consultant a one-time cash payment
in the amount of $1,200,000, payable at the Effective Time.
(c) In consideration of the extension by the Consultant of certain
restrictions under the ESBA on his conduct to include not only SGHC
but also the Company, as further described in Section 8 of this
Agreement, the Company will pay Consultant a one-time cash payment
in the amount of $1,000,000, payable at the Effective Time.
(d) As additional compensation for service on the Board of Director of
the Company, the same compensation and benefits that the Company
pays to other members of its Board of Directors that are not
employees or officers of the Company.
6. CONSULTANT BENEFITS; REIMBURSEMENT OF EXPENSES. As further compensation
for the performance of Consultant's services under this Agreement, the Company
shall pay or provide the following benefits, without duplication of, or
diminishment of, benefits otherwise payable to Consultant by SGHC under the ESBA
as a result of a Change in Control of SGHC. In the event any compensation or
benefits payable under any provision of this Agreement are payable either by the
Company under this Agreement or SGHC under the ESBA, such benefits shall be
deemed paid under the ESBA for all purposes.
(a) Reimbursement of Expenses. The Company shall pay, or reimburse
Consultant in accordance with the Company's prevailing corporate
policy, for reasonable travel, entertainment, and other expenses
incurred by Consultant in performing his duties under this Agreement
in accordance with corporate policy. Notwithstanding the foregoing,
reasonable travel expenses always shall include subsonic first class
air travel for all domestic air travel and subsonic business class
air travel for all international air travel. Consultant shall obtain
the advance approval of the Company before incurring any expenses in
excess of $5,000 in connection with a single assignment or event.
(b) Insurance Benefits. The Company, at its expense, shall
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(i) provide and maintain or cause to be provided and maintained,
in either case in full force and effect, for the continued
benefit of Consultant, his spouse and dependents until the
earliest of: (A) the third anniversary of the Effective Date;
(B) eighteen (18) months after the Effective Date if at such
time Consultant, his spouse or dependents, as applicable, is
uninsurable under the applicable plans: all health, life,
accident, medical and dental insurance benefit plans and
programs or arrangements of SGHC, including long term
disability insurance, in which Consultant, his spouse and
dependents were entitled to participate immediately prior to
the Effective Date all in amounts and coverage comparable to
those provided to such persons by SGHC or its subsidiaries
immediately prior to the Effective Date provided that the
continued participation of Consultant, his spouse and
dependents, as applicable, is possible under the general terms
and provisions of such plans and programs. In the event that
the participation of Consultant, his spouse or dependents in
any such plan or program is legally or contractually barred,
the Company shall use commercially reasonable efforts to
arrange or cause SGHC to arrange to provide Consultant, his
spouse or dependents, as the case may be, to the fullest
extent permitted by law or applicable regulation, so long as
said insurance is available at commercially reasonable rates,
for a period of not less than thirty-six (36) months (eighteen
(18) months if the reason the participation of Consultant, his
spouse or dependents are barred is that Consultant, his spouse
or dependents, as applicable, are uninsurable) following the
Effective Date, with benefits substantially similar to those
which Consultant, his spouse and dependents would have been
entitled to receive under such plans and programs; or, if the
Company is barred from doing so, it will pay to Consultant in
a lump sum (the "Insurance Prepayment") an amount of cash
equal on an after-tax basis to the cost to Consultant of
obtaining the benefits to be provided to Consultant and his
spouse and dependents under this Section 6(b) (but which the
Company is unable to provide or cause to be provided) for the
period specified. The cost of such benefits shall be based on
the cost to Consultant of obtaining such benefits from one or
more fiscally sound providers whose reputation and stature is
substantially similar to the Company's applicable benefit
providers immediately prior to Executive's Date of Termination
(ii) Pay the annual premium on the existing term life insurance
policy insuring the life of Consultant in the amount of
$4,000,000, the beneficiary of which will continue to be
designated in the sole discretion of Consultant. If for any
reason during the term of this Agreement any required policy
or coverage is canceled or coverage denied for any reason, the
Company agrees to use commercially reasonable efforts to
provide Consultant with replacement insurance in the required
amount so long as said insurance is available at commercially
reasonable rates. The Company may change or discontinue such
term insurance benefits only so long as the total
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economic value of such term insurance benefits provided to
Consultant is not diminished.
(c) Transportation Allowance. The Company shall furnish a transportation
allowance of $2,628 per year for the benefit of Consultant. Such
transportation allowance shall include the cost of operating
Consultant's motor vehicle, including gas, maintenance and repairs
thereon and insurance therefor (which may be the allocable cost of
group insurance for the owned motor vehicles of the Company or its
subsidiaries). The Consultant's annual transportation allowance
shall be increased each year by an amount equal to the product of
the previous year's transportation allowance and a fraction, the
numerator of which shall be the excess of the Index for March of
such first mentioned year over the Index for March of the
immediately preceding year and the denominator of which shall be the
Index for March of the immediately preceding year, of this
Agreement. The Company also shall pay on behalf of Consultant or
reimburse Consultant in the form of an additional transportation
allowance for all parking expenses and for any other motor vehicle
related expenses incurred by Consultant for which the Company
generally pays or reimburses pays or reimburses its Executive
Officers or other Consultants. "Index" shall mean the consumer price
index for all urban consumers, all item as published by the Bureau
of Labor Statistics of the United States Department of Labor.
(d) Medical Examinations. The Company shall pay the complete cost of an
annual physical examination for Consultant to be conducted by a
Board certified physician, selected by the Consultant, if such costs
are not otherwise paid by insurance furnished by the Company, not to
exceed $1,000 per year.
(e) Club Membership. The Company shall pay Consultant's monthly
membership dues for his membership in the Golf Club of Georgia in an
amount not to exceed $450 per month.
(f) Computer and Communications Capability. The Company shall provide
Consultant with the lap top computer and the wireless hand-held
telephone provided to Consultant by SGHC immediately prior to the
Effective Time. The Company also shall provide maintenance and
repair or replacement thereof during the Term, as well as the cost
of high speed internet access and the cost of all telephone access
fees, air time charges (including long distance and roaming
charges), taxes and other user charges with respect to the operation
of such equipment. The Company also shall transfer title to such
equipment then provided to Consultant upon the termination or
expiration of this Agreement.
(g) Licensing Costs. The Company shall reimburse Consultant for all
licensing costs incurred by Consultant in connection with his duties
under this Agreement in accordance with the policies of the Company
in effect from time to time.
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(h) ESBA Payments. The Company shall cause SGHC to pay all cash payments
and transfers of property due under the ESBA to be paid as of the
Effective Time instead of at any later time permitted thereunder.
(i) Accounting Fees. The Company shall pay the fees and expenses of
Ernst & Young to calculate the amount of all payments due to
Consultant at the Effective Time pursuant to Section 6(h) above
including any additional payment due to Consultant under Section
11(d) of the ESBA or Section 7(b) of this Agreement.
7. CERTAIN OTHER PAYMENTS.
(a) Payments In the Event of Constructive Receipt. As a further benefit,
if at any time it is determined that Consultant must include a
portion or all of the compensation or benefits provided pursuant to
this Agreement in Consultant's gross income for federal income tax
purposes prior to the time Consultant receives payment of such
benefits, then the Company agrees to pay Consultant, as soon as
administratively feasible, an amount of cash sufficient to enable
Consultant to pay the full federal and state tax liability
attributable to the inclusion of the compensation or benefits, or a
portion thereof, in Consultant's gross income. Any cash so paid to
Consultant shall directly reduce the amount of future installments,
pro rata, of compensation or benefits payable to Consultant as
provided hereunder.
(b) Excess Parachute Payment. The Company shall, for purposes of this
Agreement, without admission of liability to any Person other than Consultant,
consider all payments due under Section 5(b) and Section 5(c) as being made in
connection with a change in control of SGHC and shall pay, as of the Effective
Time, as additional compensation hereunder, an amount which would equal, after
deducting all state and federal income taxes incurred by the Consultant with
respect to receipt of such payment, the excise tax imposed on Consultant
pursuant to Section 4999 of the Code, without duplication of payment or benefits
otherwise due to Consultant under the ESBA. As part of his Consulting Services
under Section 2 of this Agreement, Consultant will reasonably cooperate with the
Company, at its sole expense, if the Company elects to seek a refund of some or
all of such tax payments from the applicable taxing authorities on the grounds
that no taxes were due, in whole or in part. In the event that any other payment
or benefit, or any combination of payments or benefits, to Consultant payable by
the Company hereunder with respect to a termination in connection with a change
in control of SGHC pursuant to the Merger is determined to be an "excess
parachute payment" pursuant to Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), then the Company, at the time such determination
becomes final, shall pay to Consultant, as additional compensation hereunder, an
amount which would equal, after deducting all state and federal income taxes
incurred by the Consultant with respect to receipt of such payment the excise
tax (including penalties and interest) in each case, if any, imposed on
Consultant pursuant to Section 4999 of the Code, without duplication of payments
or benefits otherwise due to Consultant under the ESBA.
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8. CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION, RIGHTS TO
MATERIALS, INVENTIONS, WORKS FOR HIRE. In consideration of the benefits provided
under this Agreement, Consultant agrees that the provisions in Section 20
through Section 28 of the ESBA shall, as of the Effective Time, apply and be
construed to apply not only to SGHC but also to the Company and its subsidiaries
in existence as of the Effective Time; provided, however that notwithstanding
anything in the ESBA to the contrary the term of such limitations with respect
to the Company and its subsidiaries in existence as of the Effective Time shall,
in no event, exceed three (3) years from the Effective Time.
9. INJUNCTIVE RELIEF. Each party acknowledges that a remedy at law for any
breach or attempted breach of this Agreement will be inadequate, agrees that
each party will be entitled to specific performance and injunctive and other
equitable relief in case of any breach or attempted breach, and agrees not to
use as a defense that any party has an adequate remedy at law. This Agreement
shall be enforceable in a court of equity, or other tribunal with jurisdiction,
by a decree of specific performance, and appropriate injunctive relief may be
applied for and granted in connection herewith. Such remedy shall not be
exclusive and shall be in addition to any other remedies now or hereafter
existing at law or in equity, by statute or otherwise. No delay or omission in
exercising any right or remedy set forth in this Agreement shall operate as a
waiver thereof or of any other right or remedy and no single or partial exercise
thereof shall preclude any other or further exercise thereof or the exercise of
any other right or remedy.
10. NOTICES. Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be delivered personally, or sent by
certified, registered, or express mail, postage prepaid. Any such notice shall
be deemed given when so delivered personally, or, if mailed five (5) days after
the date of deposit in the United States mails, as follows:
(a) If to the Company:
Autotote Corporation
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(b) If to Consultant:
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
or, in either case, to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
11. LEGAL FEES; MITIGATION OF DAMAGES. The Company shall reimburse, as and
when incurred, such costs, legal fees and expenses as may be reasonably incurred
by
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Consultant in contesting or disputing any such termination of this Agreement, or
in seeking to obtain or enforce any right or benefit provided by this Agreement,
and Consultant shall have no obligation to reimburse the Company for such costs
if Consultant is successful in any material respect in connection with enforcing
any of Consultant's rights or the Company's obligations under this Agreement in
such dispute. Consultant shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Agreement be reduced by
any compensation earned by Consultant after the Term, or otherwise. Neither the
Company or any of its subsidiaries shall have any right to set off payments owed
to Consultant under this Agreement against amounts claimed to be owed by the
Consultant to any of such Persons under this Agreement or otherwise, except that
such Persons shall be entitled (in each case without duplication) to offset any
payments owed against amounts owed to such Persons after (but only after) the
entry of, and which are evidenced by, one or more final, non-appealable
judgments in favor of such Persons against Consultant.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
among the parties with respect to the subject matter of this Agreement, and
there are no prior written or prior or contemporaneous oral understandings or
Agreements relative to this Agreement that are not fully expressed in this
Agreement, provided however, this Agreement does not terminate or amend the ESBA
except as expressly provided herein or contemplated hereby or by the action of
Consultant's resignation as contemplated hereby.
13. WAIVERS AND AMENDMENTS. This Agreement may be amended, superseded,
cancelled, renewed, or extended, and the terms hereof may be waived, only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance. No delay or omission on the part of either party in
exercising any right, power, or privilege under this Agreement shall operate as
a waiver thereof. Nor shall any waiver on the part of either party of any such
right, power, or privilege, nor any single or partial exercise of any such
right, power, or privilege, preclude any further exercise thereof or the
exercise of any other such right, power, or privilege. No waivers of or
exceptions to any term, condition, or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition, or provision. All remedies provided for in
this Agreement will be cumulative and in addition to and not in lieu of any
other remedies available to either party at law, in equity, or otherwise.
14. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the substantive laws, and not the choice of law provisions, of
the State of Georgia .
15. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
and legal representatives. The Company may assign this Agreement in connection
with a reincorporation, merger, or consolidation involving the Company or a sale
of substantially all of the assets of the Company, to the surviving entity or
purchaser, as the case may be.
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16. COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
17. HEADINGS. The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.
18. SEVERABILITY. The parties hereto expressly agree that it is not the
intention of any of them to violate any public policy, statutory or common law
rules, regulations, or decisions of any governmental or regulatory body. The
invalidity or unenforceability of any provision of this Agreement shall not
effect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under present or future laws
effective, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid, or unenforceable provision, there shall be
added automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and still
be legal, valid or enforceable. It is acknowledged that any payment, which may
be made by the Company to Consultant under this Agreement, is in the nature of
payment for consulting services and other benefits to the Company and not a
penalty payment. Should the obligation to make any payment hereunder be held to
be void or voidable as a penalty by a final non-appealable court of competent
jurisdiction, this Agreement shall be deemed to provide an obligation on the
part of the Consultant to render such further consulting services as the Company
may reasonably request during the period of and in exchange for such payments as
would otherwise have been made by the Company as severance benefits and the
parties agree such payments shall constitute reasonable compensation for the
value of Consultant's services during such period.
19. EFFECTIVE DATE. This Agreement shall be effective upon the execution
of the Merger Agreement; provided, however, if such Merger Agreement is
terminated by any party thereto, this Agreement shall, without the necessity of
any action on behalf of the Consultant or the Company, automatically terminate
and shall be null and void for all purposes, effective as of the date first
written above.
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IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement on the date first above written.
AUTOTOTE CORPORATION
By:_____________________________________
Name:________________________________
Title:_______________________________
________________________________________
Xxxxxxx X. Xxxxxx
